DEED OF ASSIGNMENT

WITH SUBCRIPTION

 
KNOW ALL MEN BY THESE PRESENTS:                              
 
This DEED OF ASSIGNMENT WITH SUBSCRIPTION (“Deed”), made and
executed this 10th day of December 2021 in  __________, Philippines, by and between –
 
_______________, a corporation organized and existing under the laws of the
Philippines, with principal address at ________________, represented herein by
its President, ______________, hereinafter called the “ASSIGNOR”;
 
– and –
 
_________________, a corporation organized and existing under the laws of the
Philippines, with principal address at _____________, represented herein by its
Treasurer, _________, hereinafter called the “ASSIGNEE”.

 
WITNESSETH: THAT-
 
WHEREAS, the ASSIGNOR is the absolute and registered owner of a parcel of land,
together with the buildings and improvements thereon, situated at __________ and more
particularly described in the TCT (the “Properties”), photocopies of which are hereto attached
and made integral parts hereof, as follows:

Transfer Certificate of Title (TCT) Area Annex

WHEREAS, the ASSIGNEE is in the process of increasing its authorized capital stock by
ONE MILLION FIVE HUNDRED FIFTY THOUSAND (1,550,000) common shares with a par
value of P100.00 per share.

WHEREAS, subject to the terms and conditions of this Deed, the ASSIGNOR desires to
subscribe to ________________(___) common shares of the ASSIGNEE (the “Subscription
Shares”), in exchange for the assignment of the Properties.

NOW, THEREFORE, for and in consideration of the subscription by the ASSIGNOR

and the issuance by the ASSIGNEE of ______________ shares of the common stock with a par
value of P100.00 and total issue price value of __________PESOS, Philippine Currency
(PhP__________), in its favor, by virtue of these presents, ASSIGNOR does hereby assign,
convey and transfer to ASSIGNEE, its assigns and successors in interest, all rights, interests and
title, legal and equitable, to the Properties, subject to the fulfillment of the condition that the
Bureau of Internal Revenue shall confirm the transaction as a tax-free exchange.

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 ASSIGNOR warrants that it has the right to assign the Properties, in consideration of the
issuance by ASSIGNEE of its shares of stocks, at the time when ownership is to pass, and that
the ASSIGNEE shall from said time enjoy the legal and peaceful possession thereof.

ASSGNOR warrants that there are no other claims, liens or other encumbrances
whatsoever over the subject Properties.

ASSIGNOR agrees to execute on written demand any and all other documents necessary
or convenient in order to transfer to ASSIGNEE all of the rights, interests and titles assigned
hereby.

ASSIGNOR hereby irrevocably constitutes and appoints ASSIGNEE its attorney-in-fact,

with full power of substitution, to transfer the ownership over the subject real property in the
government agency concerned.

IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be
signed at the place and date first above written.

SIGNED IN THE PRESENCE OF:

 
ACKNOWLEDGMENT

Republic of the Philippines )

__________, Metro Manila ) S.S.

Before me, a Notary Public, for and in _____________, Philippines, on this date
______________, personally appeared the following:

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 Name Competent Evidence of Date/Place of Issue
Identity

known to me and to me known to be the same persons who executed the foregoing instrument
and he/she acknowledged that the same is his/her free and voluntary act and deed and those of
the corporations herein represented.

This Deed of Assignment, consisting of three (3) pages, including the page on which this
acknowledgment is written, has been signed by the parties on each and every page, witnessed by
my hand and sealed with my notarial seal.

Doc. No. :
Page No. :
Book No. :
Series of _____.